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EXHIBIT 10.9
LEASE
THIS
INSTRUMENT OF LEASE made this 28th day of July, 2004, by and
between
WESTERN RESERVE OF BRECKSVILLE, LLC.,
(hereinafter called "LANDLORD") and
WESTERN RESERVE BANK (hereinafter called
"TENANT").
WITNESSETH:
SPACE
RENTED: That the Landlord does hereby let and lease to the
Tenant
the following described Premises, to-wit:
8751 BRECKSVILLE ROAD, SUITE 100,
BRECKSVILLE, OHIO 44141 (the "Premises")
and in addition thereto Tenant's pro
rata share of the common area space of the
entire building. Together such total
leased space is hereby described as the
"Leased Rentable Space."
TERM: The
Tenant shall have and hold the Leased Rentable Space for the
full term of Ten (10) year(s), beginning on
October 1, 2004 and terminating
September 30, 2014.
RENT: The
yearly rental for the first year which shall commence October
1,
2004, shall be One Hundred Fifty Thousand
Nine Hundred Twenty-Three 50/100
Dollars ($150,923.50) payable in equal
monthly installments of Twelve Thousand
Five Hundred Seventy-Six 96/100 Dollars
($12,576.96), payable on the first day
of each and every month in advance during
the term of the Lease. During each
year of this Lease term, the rent shall be
increased by 2% over the prior year's
rent. By way of example of the foregoing,
the rent for the second year would be
$150,923.50 x 1.02 or $153,941.97, payable
in equal and consecutive monthly
installments of $12,828.50 each. Each
succeeding year shall be computed
accordingly. Failure of the Tenant to make
monthly installments as required
under the terms of this Lease shall be
considered a violation of this Lease and
the Landlord may take whatever action is
necessary to secure his rights under
this Lease. Failure to make the monthly
rental payment within five (5) days
after the due date shall result in a late
charge
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of 5% of the outstanding balance. Said
charge shall be billed each and every
month thereafter as long as there is an
outstanding balance.
OPTION TO
EXTEND: Tenant, may be written notice to Landlord not less than
ninety (90) days prior to expiration of the
original term of this Lease, extend
this Lease for an additional term of Five
(5) years upon the same conditions
provided in the original term of the Lease.
Tenant, may be written notice to
Landlord not less than ninety (90) days
prior to expiration of the five-year
option of this Lease, extend this Lease for
an additional term of Five (5) years
upon the same conditions provided in the
original term of the Lease.
UTILITIES:
Tenant shall promptly pay for utilities rendered or furnished
to the Premises and Tenant's pro rata share
of the commonly metered utilities
during the term of this Lease, including
water, gas, electricity, trash and
sewer charges. Since utilities may not be
individually metered, Tenant is
responsible for paying a pro rata share of
all utilities paid by Landlord.
Landlord shall not be responsible to Tenant
in damages or otherwise if any one
or more of said utility services or
obligations is interrupted or terminated by
reason of any cause beyond Landlord's
reasonable control. No such interruption
or termination of utility services shall
relieve Tenant from any of its
obligations under this Lease. Tenant shall
be responsible for any damage to
building caused by Tenant's failure to pay
utility services that are
individually metered to the Premises that
Tenant is required to pay.
COMMON
AREA MAINTENANCE AND REPAIR: Tenant shall be responsible for
its
pro rata share of all common area
maintenance expenses and repairs, including
exterior, interior, roof, parking lot and
all other exterior and interior
structural fixtures and equipment,
including HVAC systems.
REAL
ESTATE TAXES AND INSURANCE: Tenant shall also pay its pro rata
share
of all real estate taxes and assessments
levied on the leased Premises and
insurance premiums for fire and extended
hazard and all other insurance premiums
including liability insurance for the
leased Premises.
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PRO RATA
SHARE: Tenant's "pro rata share" shall be the ratio or
percentage
which the number of leased rentable space
bears to the total number of square
feet of gross rentable floor area of the
entire building. The total gross
rentable floor area of the building is
10,749 square feet; the number of leased
rentable square feet of floor area of
Tenant's suite is 5,642; Tenant's pro rata
share is 52.5%.
TRIPLE NET
LEASE: This Lease is and shall be deemed and construed to be a
"pure net" or "triple net" Lease and the
fixed rent and supplemental payments,
including payments for all third-party
billings, shall be net to the Landlord in
each month during the term of this
Lease.
COVENANTS
OF TENANT: Tenant does hereby covenant and agree with Landlord
as follows:
1.
Tenant's Premises shall be constructed according to the plans
and
specifications attached hereto as Exhibit
"A" and made a part hereof. In
addition, Landlord shall grant to Tenant an
improvement allowance of Twenty-Five
Dollars ($25.00) per square foot or One
Hundred Forty-One Thousand Fifty Dollars
($141,050.00).
2. Tenant
will pay said rent at the time and place in the manner
aforesaid.
3. Tenant
will make all repairs caused by its negligence to the interior
of the Premises and it will indemnify and
save harmless said Landlord from and
against all liens, claims or damages by
reason of any repairs or improvements
which may be made by said Tenant on said
Premises. The Tenant will make no
changes to the Premises without the consent
of the Landlord.
4. Tenant
will use and occupy said Premises in a careful, safe and proper
manner.
5. Tenant
will fully comply with and obey all laws, ordinances, rules,
regulations, and requirements of all
regularly constituted authorities in any
way affecting said Premises, or the use
thereof, of this Lease.
6. Tenant
will not commit or suffer any waste therein.
7. Tenant
will not manufacture or sell, or permit to be sold on the
Premises during said term, any intoxicating
liquor.
8. Tenant
will not assign this Lease, or underlet said Premises or any
part thereof, without
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the written consent of the Landlord,
consent of which shall not be unreasonably
withheld.
9. Tenant
will make no change in the construction of the building on said
Premises without the prior written consent
of the Landlord.
10. Tenant
will not cause damage or attach anything to the woodwork or
doors on said Premises. However, Tenant may
install a door closure that shall be
mounted to the interior of the door within
the suite.
11. Tenant
will permit said Landlord or agents of the Landlord upon
reasonable notice to enter upon said
Premises at all reasonable times to examine
the condition of said Premises except
notice may be dispensed with should entry
upon said Premises by Landlord be
necessitated by emergency. Landlord and its
agents shall have the right to exhibit the
Premises and to display the usual
"for rent" or "vacancy" signs on the
Premises at any time within thirty (30)
days before the expiration of this
Lease.
12.
Landlord shall not be liable to the Tenant or any other person for
any
damage to person or property on said
Premises.
13. Tenant
will pay all loss and damage occasioned by or growing out of
the use and occupation of said Premises by
the Tenant and/or the agents,
subtenants or employees of the Tenant, and
that the Tenant will indemnify,
protect and save harmless the Landlord from
and against any loss or liability
thereby or therefrom; and from and against
any expense, cost and attorney fees
incurred in connection with any such
claim.
Tenant
shall maintain, at its own expense, fire and extended coverage
insurance upon the Lease improvements and
betterments, trade fixtures and
equipment, stock in trade, furnishings and
other appurtenances to its business,
in an amount not less than 80 percent (80%)
of its full insurable value. In
addition, Tenant agrees to maintain both
Tenant and Landlord as insured with
single limits of $1,000,000.00 for bodily
injury to or death of one or more
persons and $100,000.00 on account of
damage to property arising out of the use
and occupancy by Tenant, its agents,
employees, licensees and invitees of the
Premises and/or common areas.
14. All
property owned or belonging to Tenant in said building or upon
said Premises shall
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be situated thereon at the sole risk of the
Tenant. The Tenant shall do nothing
to increase the insurance risk to the
building and any
